Startup India Seed Fund Scheme

May 15, 2024
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As a part of the “Startup India” program, the Startup India Seed Fund Scheme was introduced in 2021 to facilitate the process of creating a robust startup ecosystem and providing financial assistance to startups for proof of concept, prototype development, product trials, market-entry, and commercialization.

Description Who is it for? Benefits
To provide monetary support for proof of concept, prototype development, product trials, market, and commercialization Startups using Technology as their core product or service Under this scheme, Financial assistance up to Rs. 50 lakh will be provided to startups at an early stage through incubators
Startup India Seed Fund Scheme

Table of Contents

Eligibility

  • Should be recognised by DPIIT.
  • Startups should not have received more than Rs 10 lakh of monetary support under other significant government schemes.
  • The Startup shall have been in existence for no more than two years at the time of application.
  • Should be using technology as its core product or service to create innovative solutions in different sectors.
  • Must have a business idea to develop the product with a scope of scaling
  • According to the Companies Act of 2013 and the SEBI (ICDR) Regulations of 2018, Indian promoters must own at least 51 percent of the company at the time of application to the incubator.
  • The seed support is generally available in grants and debt/convertible debentures.

Application procedure for Startups

The application procedure for availing the seed fund from the incubators by the startups under the StartUp India Seed Fund Scheme is as follows:

Startup India Registration

  • Go to https://seedfund.startupindia.gov.in/.
  • On the top right side of the homepage, click the 'Login' button, then the 'Create an Account' option at the bottom of the "Login" tab.
  • The ‘Startup India’ registration page will open.
  • After filling out the form, click the 'Register' button.
  • An OTP will be sent. Enter the OTP and click the ‘Submit’ button.

Startup India Seed Fund Application

  • Go to the website again and click on the ‘Apply Now’ button on the right-hand side of the homepage.
  • Click on the ‘Apply Now’ button under the ‘For Startups’ option and log in using the username and password registered.
  • The application form will open. Put in all the details, upload the documents, and click on the ‘Submit’ button.
  • The application will be submitted for the selection of the startup.

Selection of Startups for the Scheme

The Eligible Incubator will select startups for this scheme based on the following criteria:

  • Idea
  • Feasibility
  • Novelty
  • Fund Utilization Plan
  • Business Plan
  • Presentation
  • Potential Impact

Benefits

To register a company in the U.S., several essential criteria must be met.

  • Under this scheme, up to Rs 50 lakh in financial assistance will be provided to startups at an early stage through incubators.
  • The incubator will disburse the seed fund to an eligible startup:
    - As a grant for validation of “prototype development, proof of concept or product trials”-  
    Up to Rs. 20 Lakh        
    - Investment for commercialization, market-entry, or scaling up through debt-linked instruments -
    Up to Rs. 50 Lakh
  • Once incubated, physical infrastructure, testing support, mentoring for prototype or commercialization, human resources, and legal compliances are provided to the startups, all by the incubators.
  • For eligible startups, income tax and capital gains tax exemptions are available.

Post funding process

Each incubator must track specific criteria for each beneficiary startup. Every beneficiary startup must present the reports to its incubators periodically. The data is submitted to Startup India in real-time via their web dashboards and further to the EAC quarterly. Each Startup’s return on investment is also reported by the designated incubator.

  • Proof of concept
  • Prototype development
  • Progress of product development & field trials
  • Turnover of startup
  • Progress of market launch
  • Quantum of loan, angel, or VC funding raised
  • Jobs created by startup

Frequently Asked Questions

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One Person Company
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1,499 + Govt. Fee
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  • Professional services 
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Frequently Asked Questions

Related Posts

How to Start a Travel Agency in India: A Proven Guide for 2025

How to Start a Travel Agency in India: A Proven Guide for 2025

The Indian travel industry is set to grow significantly in 2025, making it a great time to start a travel agency. Here’s why:

  1. More Indians are traveling domestically and internationally.
  2. There’s high demand for specialized travel services.
  3. Travel management technology is now more affordable and accessible.
  4. The government has made it easier to start a travel business.
  5. Banks are offering special loans for tourism businesses.
  6. There are opportunities for niche travel agencies.
  7. Digital marketing has become more effective and affordable.
  8. India’s growing middle class is spending more on travel.

These factors create a strong foundation for new travel businesses in 2025.

Table of Contents

What are The Requirements to Start a Travel Agency in India?

Requirements to start a travel agency in India:

  • Business registration (proprietorship, partnership, LLP, or private limited company)
  • Capital: ₹3-5 lakhs (small) to ₹10-20 lakhs (large)
  • Office space, computers, internet, travel software, website
  • Professional credentials (IATA, TAAI, IATO)
  • Skilled staff
  • Insurance coverage
  • GST registration and compliance

What is authorized capital and how is it defined in MOA?

Authorized capital (also called nominal or registered capital) sets the maximum share capital a company can legally issue to shareholders. The company's Memorandum of Association (MOA) clearly defines this limit under the Capital Clause.

This capital acts as a regulatory boundary. A private limited company with an authorized capital of ₹10 lakh can't issue more shares beyond this amount unless it changes its MOA. The company needs shareholder approval for this change and must file it with the Registrar of Companies within thirty days.

Steps to Start a Travel Agency in India

Launching a travel business in India involves a systematic approach covering legal, operational, and marketing aspects. Here’s a detailed roadmap to establish your agency successfully.

Step 1: Decide the Type of Travel Agency

Launching a travel business in India involves a systematic approach covering legal, operational, and marketing aspects. Here’s a detailed roadmap to establish your agency successfully.

Step 2: Create a Business Plan and Company Name

Develop a comprehensive business plan outlining your vision, mission, target market, services, pricing strategy, and competitor analysis. Choose a memorable name that reflects your brand identity and confirms availability as a domain name for your website.

Step 3: Make a Budget

Prepare a detailed financial plan covering startup costs (₹3-20 lakhs depending on scale), operational expenses, and revenue projections. Include funds for office space, equipment, software, licensing, staff salaries, marketing, and a contingency reserve for unexpected expenses.

Step 4: Register Your Company

Select a business structure—sole proprietorship, partnership, LLP, or private limited company—and register accordingly. Private limited companies offer better credibility and liability protection but involve more paperwork and higher fees.

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Step 5: Obtain all Necessary Registration and License

Secure basic business registrations including Shop and Establishment License from your local municipal corporation, Professional Tax registration, and Udyog Aadhaar for small businesses.

Step 6: Get GST Registration Number

Register for GST as travel services fall under taxable categories. This registration is mandatory for interstate transactions and when your turnover exceeds ₹20 lakhs annually.

Step 7: Register with Govt of India

Apply for recognition from the Ministry of Tourism, which enhances credibility and allows participation in government tourism initiatives.

Step 8: Register with IATA

Obtain IATA accreditation to issue international air tickets directly. Although optional, this prestigious credential requires meeting strict financial and professional standards.

Step 9: Establish Partnerships in The Tourism Industry

Form strategic alliances with hotels, airlines, car rental companies, tour operators, and payment gateways to offer comprehensive services and earn commissions.

Step 10: Business and Tool Set Up

Invest in essential travel technology including booking software, CRM systems, and accounting tools. Create a professional website with booking capabilities and maintain active social media profiles.

Step 11: Marketing Your Travel Agency

Implement a multi-channel marketing strategy encompassing SEO, content marketing, social media campaigns, email newsletters, and networking at industry events to build your client base.

How to Become a Govt of India Approved Travel Agent

Securing government recognition represents a significant milestone for travel agencies in India, elevating your business status and establishing greater credibility in the market. The Ministry of Tourism, Government of India, offers official recognition to travel agencies that meet specific quality standards and operational requirements.

To qualify for government approval, your travel agency must first complete at least one year of business operations. This prerequisite ensures that only established businesses with demonstrated experience receive this credential. During this initial period, focus on building a track record of successful tours and satisfied clients.

The application process involves submitting several essential documents:

  1. Properly filled application form from the Ministry of Tourism
  2. Certificate of incorporation or business registration proof
  3. Income Tax registration documents and returns for the previous fiscal year
  4. GST registration certificate
  5. Office photographs and proof of office premises ownership/rental agreement
  6. Details of staff and their tourism qualifications
  7. Documentation of tours organized previously

In addition, your office space must meet minimum size requirements (typically 150-200 sq. ft. for smaller cities and 200-250 sq. ft. for metropolitan areas). The premises should be easily accessible to tourists and maintained in professional condition.

After submission, a tourism department official will likely inspect your office physically to verify the information provided. Following approval, you’ll receive a certificate valid for five years, after which renewal is necessary.

The benefits of government approval extend beyond prestige. Approved agencies gain access to various government tourism initiatives, inclusion in official tourism directories, participation in government-sponsored travel fairs, and eligibility for certain incentive schemes.

Furthermore, government recognition serves as a stepping stone toward international accreditations like IATA, as many global partners view this credential as a testament to your agency’s legitimacy and service quality. This approval also builds trust with potential clients who seek assurance of professional standards before booking their travel experiences.

How to Apply for a Travel Agency License in India?

Navigating the licensing process forms a critical part when you start a travel agency in India. Unlike many businesses, travel agencies require specific permits and registrations to operate legally and build trust with clients and industry partners.

The application process for a travel agency license typically begins with obtaining the basic business registration. First of all, you need to register your business entity—whether sole proprietorship, partnership, or private limited company—with the Registrar of Companies. This fundamental step establishes your legal identity as a business.

Once your business entity is registered, you must apply for a Shop and Establishment License from your local municipal corporation. This document legally authorizes you to conduct business from your commercial premises and is typically valid for one year, requiring annual renewal.

For those planning to conduct foreign exchange transactions, getting approval from the Reserve Bank of India (RBI) under the Foreign Exchange Management Act (FEMA) becomes essential. This permit allows your agency to deal with foreign currency—a necessity when handling international bookings.

In fact, regional licensing requirements vary across different states in India. States like Kerala, Goa, and Himachal Pradesh have their own tourism regulatory bodies that issue state-specific travel agency licenses. Therefore, checking with your state tourism department about local requirements is advisable.

In contrast to general business licenses, specialized travel licenses require additional documentation. Prepare copies of:

  1. Business registration certificate
  2. PAN card of the business
  3. GST registration
  4. Office ownership/lease agreement
  5. Identity and address proof of proprietors/directors
  6. Passport-size photographs of key personnel
  7. Bank account details of the business

After this, anticipate a verification process that may include physical inspection of your office premises by licensing authorities. Processing times vary from 2-8 weeks depending on your location and the specific licenses applied for.

Remember that certain license applications require fees ranging from ₹5,000 to ₹25,000 based on the license type and your business category. Budget accordingly and maintain proper records of all applications and payments.

Conclusion

Starting a travel agency in India is a good business idea, especially with expected growth in 2025. This guide covers key steps to set up a successful travel business in India.

To start, choose your agency type, make a solid business plan, and budget carefully. Follow all legal rules, from basic licenses to GST registration. Getting industry certifications like IATA and government approval will boost your credibility.

You’ll need ₹3-5 lakhs for a small agency or ₹10-20 lakhs for a bigger one. This money covers essentials like office space, licenses, and initial costs.

Getting government recognition and licenses may seem tough, but these credentials show you’re a professional agency. Building partnerships with hotels and airlines is crucial for offering good services.

The market is good for agencies that focus on specific types of travel and use digital tools effectively. While starting an agency requires careful planning and following rules, the potential rewards in India’s growing tourism sector make it worthwhile. With good planning and following the steps in this guide, your travel agency can succeed in India’s changing tourism market.

Frequently Asked Questions

Common questions arise for entrepreneurs planning to establish travel businesses in India. Below are answers to the most frequently asked queries about starting your travel agency journey.

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1,499 + Govt. Fee
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  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


Limited Liability Partnership
(LLP)

1,499 + Govt. Fee
BEST SUITED FOR
  • Professional services 
  • Firms seeking any capital contribution from Partners
  • Firms sharing resources with limited liability 

One Person Company
(OPC)

1,499 + Govt. Fee
BEST SUITED FOR
  • Freelancers, Small-scale businesses
  • Businesses looking for minimal compliance
  • Businesses looking for single-ownership

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


One Person Company
(OPC)

1,499 + Govt. Fee
BEST SUITED FOR
  • Freelancers, Small-scale businesses
  • Businesses looking for minimal compliance
  • Businesses looking for single-ownership

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


Limited Liability Partnership
(LLP)

1,499 + Govt. Fee
BEST SUITED FOR
  • Professional services 
  • Firms seeking any capital contribution from Partners
  • Firms sharing resources with limited liability 

Frequently Asked Questions

What are the minimum requirements to start a travel agency in India?

At minimum, you need a registered business entity (proprietorship, partnership, or company), GST registration, a functional office space, and basic infrastructure including computers and internet connectivity. For credibility, industry certifications like IATA accreditation or Ministry of Tourism recognition are highly beneficial, albeit not mandatory for initial operations.

How much does it cost to start a travel agency business?

The capital requirements vary based on your business scale. Small agencies typically need ₹3-5 lakhs to begin operations, covering office setup, basic software, and initial marketing. Mid-sized ventures generally require ₹10-15 lakhs, while larger operations with premium office locations and comprehensive technology solutions may need upwards of ₹20 lakhs for a strong market entry.

Is it mandatory to have a physical office for a travel agency?

Legally, yes. Most business registrations and industry certifications require a physical address. However, small startups can begin with home offices or shared workspaces to reduce initial costs, provided they meet the minimum area requirements for government recognition (typically 150-250 sq. ft. depending on city category).

How do I start a small travel agency?

First, identify your niche market segment. Then register your business, obtain GST registration, set up basic infrastructure, create partnerships with suppliers, develop a simple website, and implement targeted local marketing strategies. Small agencies succeed by focusing on specialized services or local markets rather than competing directly with established players.

Is GST Registration mandatory for travel agents?

Indeed, GST registration is mandatory for all travel agencies regardless of turnover. Travel services fall under taxable categories under GST regulations, making registration essential for legal operation and credibility with partners and customers.

Sarthak Goyal

Sarthak Goyal is a Chartered Accountant with 10+ years of experience in business process consulting, internal audits, risk management, and Virtual CFO services. He cleared his CA at 21, began his career in a PSU, and went on to establish a successful ₹8 Cr+ e-commerce venture.

He has since advised ₹200–1000 Cr+ companies on streamlining operations, setting up audit frameworks, and financial monitoring. A community builder for finance professionals and an amateur writer, Sarthak blends deep finance expertise with an entrepreneurial spirit and a passion for continuous learning.

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Conversion of Private Limited Company to Public Limited Company: Step-by-Step Guide

Conversion of Private Limited Company to Public Limited Company: Step-by-Step Guide

For most growing businesses, starting out as a Private Limited Company (Pvt Ltd) feels like the natural choice- it offers the safety net of limited liability, manageable compliance requirements, and the flexibility to focus on building the business without too much red tape. But as the business scales, ambitions grow bigger. You might want to raise significant capital, bring in a larger investor base, or even dream of going public someday. That’s when converting into a Public Limited Company starts making real sense.

So, what changes when you move from private to public?

  • Access to Public Funds: Unlike a private company, a public limited company can tap into larger funding avenues through IPOs or private placements, opening doors to serious growth capital.

  • Ease of Share Transfer: In a public company, shares are freely transferable, making it easier for investors or shareholders to buy, sell, or exit, boosting liquidity and appeal.

  • No Member Cap: Private companies are capped at 200 shareholders, but public companies have no such limit, giving you the freedom to expand your ownership base.

In this guide, we’ll break down exactly what it takes to convert your private company into a public one under the Companies Act, 2013, and walk you through the compliance steps and practical things you need to be ready for once you’ve made the leap.

Table of Contents

Procedure for Conversion into a Public Limited Company

Converting a private limited company into a public limited company in India is governed by the Companies Act, 2013, and involves a formalised legal process. Here’s a step-by-step guide:

1. Convene a Board Meeting

2. Issue Notice for EGM

  • Send notices to all shareholders, directors, and auditors at least 21 days before the meeting.
  • The notice should include the agenda, draft resolutions, and explanatory statements.

3. Hold the Extraordinary General Meeting (EGM)

  • Pass a Special Resolution to approve the conversion from private to public.
  • Approve necessary alterations in the MoA (removal of “Private”) and AoA (removal of restrictive clauses on share transfer and member limits).

4. Filing with Registrar of Companies (RoC)

Submit the following forms with the Ministry of Corporate Affairs (MCA) portal:

  • MGT-14: Filing of special resolutions within 30 days of passing them.
  • INC-27: Application for conversion, along with certified copies of resolutions, amended MoA/AoA, and EGM minutes.

5. Scrutiny and Approval by RoC

The Registrar reviews the application and, upon satisfaction, issues a Fresh Certificate of Incorporation reflecting the change in company status from private to public.

Related Read: Private Company Vs Public Company: Key Differences Explained

Post-Conversion Requirements

Once the company has been converted into a public limited company, several post-conversion formalities must be completed to align with regulatory and operational standards:

1. Update Statutory Documents

  • Obtain a new PAN reflecting the updated company name.
  • Revise all statutory records, financial statements, and company stationery (letterheads, invoices, website, etc.).

2. Inform Bankers and Financial Institutions

  • Update your company’s status with existing banks and financial institutions.
  • Amend authorised signatories if required.

3. Intimate Regulatory Authorities

  • Notify relevant authorities such as tax departments, GST authorities, and regulatory bodies, if applicable.

4. Compliance with Public Company Norms

  • Increase the number of directors to a minimum of 3 (as required for a public company).
  • Appoint independent directors and comply with applicable listing regulations (if planning for a stock exchange listing).
  • Adhere to enhanced disclosure norms, audit requirements, and corporate governance standards.

5. Prepare for Capital Raising (Optional)

  • If planning an IPO, start preparing for SEBI compliance, drafting offer documents, and engaging with merchant bankers.

Frequently Asked Questions (FAQs)

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Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


Limited Liability Partnership
(LLP)

1,499 + Govt. Fee
BEST SUITED FOR
  • Professional services 
  • Firms seeking any capital contribution from Partners
  • Firms sharing resources with limited liability 

One Person Company
(OPC)

1,499 + Govt. Fee
BEST SUITED FOR
  • Freelancers, Small-scale businesses
  • Businesses looking for minimal compliance
  • Businesses looking for single-ownership

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


One Person Company
(OPC)

1,499 + Govt. Fee
BEST SUITED FOR
  • Freelancers, Small-scale businesses
  • Businesses looking for minimal compliance
  • Businesses looking for single-ownership

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


Limited Liability Partnership
(LLP)

1,499 + Govt. Fee
BEST SUITED FOR
  • Professional services 
  • Firms seeking any capital contribution from Partners
  • Firms sharing resources with limited liability 

Frequently Asked Questions

What Is the Form for Conversion of a Private Company into a Public Company?

The primary form used for the conversion of a private limited company into a public limited company in India is Form INC-27. It must be submitted along with supporting documents like the altered Memorandum of Association (MoA), Articles of Association (AoA), special resolution copy, and EGM minutes.Additionally, Form MGT-14 (for filing special resolutions) must also be filed within 30 days of passing the resolution at the EGM.

Can a Private Limited Company Go Public?

Yes, a Private Limited Company can go public by converting itself into a Public Limited Company.

After conversion, the company must comply with public company regulations under the Companies Act, 2013, including increased disclosure norms, appointment of independent directors (if applicable), and adherence to corporate governance standards.

What Section of the Companies Act, 2013 Governs Conversion of a Public Company into a Private Company?

The conversion of a Public Company into a Private Company is governed by Section 14 of the Companies Act, 2013.

  • Section 14(1) deals with altering the Articles of Association (AoA) to include provisions applicable to a private company.
  • Such a conversion requires passing a special resolution and obtaining approval from the Tribunal (NCLT) as mandated under Section 14(2).

Sarthak Goyal

Sarthak Goyal is a Chartered Accountant with 10+ years of experience in business process consulting, internal audits, risk management, and Virtual CFO services. He cleared his CA at 21, began his career in a PSU, and went on to establish a successful ₹8 Cr+ e-commerce venture.

He has since advised ₹200–1000 Cr+ companies on streamlining operations, setting up audit frameworks, and financial monitoring. A community builder for finance professionals and an amateur writer, Sarthak blends deep finance expertise with an entrepreneurial spirit and a passion for continuous learning.

Read more
Dormant Company Meaning: Section 455 of Companies Act 2013

Dormant Company Meaning: Section 455 of Companies Act 2013

The concept of a dormant company was introduced in the Companies Act, 2013 to allow businesses to maintain their legal status while having minimal operations. Dormant company registration under Section 455 of the Act is a strategic move for companies planning to become temporarily inactive due to various reasons, such as holding assets, protecting intellectual property, or preparing for future projects. This article delves into the meaning, eligibility, benefits, and process of obtaining dormant company status in India.

Table of Contents

What Is a Dormant Company?

Under the Companies Act, 2013, a dormant company refers to an entity that is temporarily inactive, with no significant accounting transactions during a financial year. The definition of a dormant company encompasses companies that are:

  • Incorporated for future projects
  • Established to hold assets or intellectual property
  • Not engaged in any significant financial transactions

To be eligible for dormant company status, a company must meet the following criteria:

  • No significant accounting transactions during the last two financial years
  • No filing of financial statements and annual returns with the Registrar of Companies (ROC) in the preceding two financial years

It's important to note that a company can remain dormant for a maximum of five consecutive financial years. After this period, the company must either commence operations or apply for an extension of dormant status with the ROC.

Is a Dormant Company Allowed To Trade?

A dormant company is not allowed to conduct significant business transactions, such as:

  • Buying or selling goods and services
  • Engaging in revenue-generating operations
  • Undertaking any other form of trade

However, a dormant company can carry out certain essential activities, including:

  • Paying fees and fulfilling compliance requirements under the Companies Act or other applicable laws
  • Maintaining its registered office and records
  • Allotting shares to shareholders

Engaging in active trading or substantial business transactions may lead to the loss of dormant company status. Therefore, it is crucial for business owners to ensure that their dormant company remains compliant with the prescribed regulations.

A Brief Overview of Dormant Status Under the Companies Act 2013

Section 455 of the Companies Act 2013 introduced the concept of dormant companies to provide a legal framework for businesses that wish to temporarily suspend their operations while maintaining their legal status. This provision allows companies to:

  • Preserve their assets and intellectual property
  • Reduce compliance costs during periods of inactivity
  • Keep their company name reserved for future projects

Meaning of Inactive Company

An inactive company, as per the Companies Act 2013, is a company that:

  • Has not conducted any significant financial transactions during the last two financial years
  • Has not filed financial statements and annual returns with the ROC for the preceding two financial years

Reasons for Obtaining the Status of a Dormant Company

There are several reasons why a company may choose to obtain dormant company status:

  • To preserve the company name for future business ventures
  • To hold assets or intellectual property without actively engaging in business operations
  • To reduce compliance costs and regulatory burdens during periods of inactivity
  • To facilitate business restructuring or strategic planning
  • To maintain legal status while the promoters or directors are unavailable due to personal reasons, such as illness, travel, or sabbatical

Top 5 Benefits of Opting for Dormant Company Status

  1. Reduced Compliance Requirements: Dormant companies are subject to significantly fewer compliance obligations under the Companies Act 2013. This includes exemptions from holding frequent board meetings, appointing auditors, and filing detailed annual returns.
  2. Cost Savings: By reducing compliance requirements, dormant companies can save on administrative expenses, such as auditor fees, legal costs, and filing charges. This can be particularly beneficial for small businesses and start-ups looking to minimise overhead costs.
  3. Brand Name Protection: Registering as a dormant company allows businesses to protect their brand name and prevent others from registering a similar name. This is crucial for companies that have invested in building a strong brand identity and want to preserve it for future use.
  4. Flexibility for Future Business Plans: Dormant company status provides businesses with the flexibility to reactivate their operations when the time is right. This can be particularly useful for companies that are waiting for market conditions to improve or for key personnel to return from extended absences.
  5. Simplified Annual Filings: Dormant companies are required to file a simplified version of the annual return, known as Form MSC-3. This form requires less detailed information compared to the annual returns filed by active companies, reducing the administrative burden on business owners.

By weighing the benefits of dormant company status against the specific needs and goals of their business, entrepreneurs can make informed decisions about whether this legal structure is suitable for their situation.

Mandatory Requirements for Obtaining Dormant Status

To be eligible for dormant company status under Section 455 of the Companies Act 2013, a company must fulfil certain mandatory requirements:

  1. No Significant Accounting Transactions: The company must not have carried out any significant accounting transactions during the financial year for which dormant status is sought. This excludes transactions related to the allotment of shares, payment of fees to the ROC, and maintenance of the company's office and records.
  2. No Outstanding Liabilities: The company must not have any outstanding loans, whether secured or unsecured, or any other outstanding liabilities. If there are any outstanding unsecured loans, the company must obtain a no-objection certificate from the lenders before applying for dormant status.
  3. No Pending Regulatory Actions: There should be no pending inspections, inquiries, or investigations against the company by any regulatory authorities. Additionally, no prosecution proceedings should be initiated against the company under any law.
  4. Up-to-date Statutory Filings: The company must have filed all its pending returns, including annual returns and financial statements, with the ROC before applying for dormant status.
  5. Shareholder Approval: The company must obtain approval from its shareholders through a special resolution passed at a general meeting. Alternatively, the company can obtain the consent of at least 3/4th of its shareholders by value through a written resolution.

How to File for Dormant Status: A Step-By-Step Guide

Filing for dormant company status involves a series of steps that must be followed in accordance with the provisions of the Companies Act 2013:

  1. Convene a Board Meeting: The company's board of directors must convene a meeting to discuss and approve the proposal for obtaining dormant status. The board resolution should authorise the filing of the necessary application and documents with the ROC.
  2. Obtain Shareholder Approval: The company must obtain approval from its shareholders either through a special resolution passed at a general meeting or through the written consent of at least 3/4th of the shareholders by value.
  3. Prepare the Statement of Affairs: The company must prepare a statement of affairs, including a balance sheet and profit and loss account, as of the date of the application for dormant status. This statement should be verified by an affidavit from the company's directors.
  4. File Form MSC-1: The company must file Form MSC-1 with the ROC, along with the necessary supporting documents, including the board resolution, shareholder approval, statement of affairs, and any other relevant documents as specified in the Companies Act 2013.
  5. Pay the Prescribed Fees: The company must pay the prescribed fees for filing Form MSC-1, as specified in the Companies (Registration Offices and Fees) Rules, 2014.
  6. Obtain Certificate of Dormant Status: Upon verification of the application and supporting documents, the ROC will issue a certificate of dormant status to the company in Form MSC-2.

It is important to note that the entire process of filing for dormant company status must be completed within 30 days of obtaining shareholder approval. Companies should seek the assistance of a qualified professional, such as a company secretary or chartered accountant, to ensure compliance with the prescribed procedures and timelines.

ROC Forms for Registering Dormant Company

Form Name Purpose
Form MSC-1 Application for obtaining dormant company status
Form MSC-3 Return of dormant companies
Form MSC-4 Application for seeking the status of an active company
  • Form MSC-1: This form is used to apply for obtaining dormant company status. It must be filed with the ROC within 30 days of obtaining shareholder approval. The form requires details such as the company's name, registered office address, directors' particulars, and the reasons for seeking dormant status.
  • Form MSC-3: This form is used to file the annual return of a dormant company. It must be filed within 30 days from the end of each financial year. The form requires details such as the company's financial position, shareholding pattern, and any changes in the directors' or registered office address.
  • Form MSC-4: This form is used to apply for seeking the status of an active company. It must be filed with the ROC when a dormant company wants to commence business operations. The form requires details such as the company's name, registered office address, and the reasons for seeking active status.

Annual Compliance for Dormant Company

While dormant companies enjoy certain relaxations under the Companies Act 2013, they are still required to fulfil essential annual compliance tasks in four key areas:

  1. Accounting and Financial Statements: Dormant companies must maintain proper books of accounts and prepare financial statements, including a balance sheet and profit and loss account, for each financial year. These financial statements must be approved by the board of directors and presented at the annual general meeting.
  2. Statutory Audit: Dormant companies are required to appoint a statutory auditor to conduct an audit of their financial statements. However, dormant companies are exempt from the requirement of auditor rotation, which is mandatory for active companies.
  3. Tax Return Filings: Dormant companies must file their income tax returns annually, even if they have not generated any income during the financial year. They are also required to comply with other applicable tax laws, such as the Goods and Services Tax (GST) and Tax Deducted at Source (TDS) provisions.
  4. ROC Filings: Dormant companies must file an annual return in Form MSC-3 with the ROC within 30 days from the end of each financial year. This form requires details such as the company's financial position, shareholding pattern, and any changes in the directors' or registered office address.
Compliance Requirement Frequency
Board Meetings Twice a year
Annual General Meeting Once a year
Financial Statements Annually
Statutory Audit Annually
Income Tax Return Filing Annually
Form MSC-3 Filing Annually

By fulfilling these annual compliance requirements, dormant companies can ensure that they remain in good standing with the regulatory authorities and avoid any penalties or legal consequences.

Reactivation of a Dormant Company

A dormant company can be reactivated and commence business operations by following the prescribed procedure under the Companies Act 2013:

  1. Convene a Board Meeting: The company's board of directors must convene a meeting to discuss and approve the proposal for reactivating the company. The board resolution should authorise the filing of the necessary application and documents with the ROC.
  2. File Form MSC-4: The company must file Form MSC-4 with the ROC, along with the necessary supporting documents, including the board resolution and any other relevant documents as specified in the Companies Act 2013.
  3. Pay the Prescribed Fees: The company must pay the prescribed fees for filing Form MSC-4, as specified in the Companies (Registration Offices and Fees) Rules, 2014.
  4. Obtain Certificate of Active Status: Upon verification of the application and supporting documents, the ROC will issue a certificate of active status to the company in Form MSC-5.

Once the company has obtained the certificate of active status, it can commence business operations and is required to comply with all the provisions of the Companies Act 2013 applicable to active companies, including regular compliance requirements such as holding board meetings, filing annual returns, and appointing auditors.

Conclusion

Dormant company under Section 455 of the Companies Act 2013 is a strategic tool for businesses to preserve their legal identity while suspending operations. It allows companies to protect their brand name, reduce compliance costs, and maintain flexibility for future ventures. To benefit from this status, businesses must meet eligibility criteria and comply with statutory requirements. Seeking professional assistance is advisable to navigate the process effectively and avoid legal issues. This approach is ideal for future projects, asset holding, or temporary business pauses, offering a cost-effective solution for maintaining legal existence.

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Frequently Asked Questions

How does a company become dormant?

To become a dormant company, a company must pass a special resolution in a general meeting and file Form MSC-1 with the Registrar of Companies, along with the necessary documents and fees.

How long is the company's dormant status?

A company can maintain its dormant status for a maximum of five consecutive financial years. After this period, the company must either reactivate or apply for voluntary closure.

What forms are needed for a dormant company status application?

The key forms required for a dormant company status application are e-Form MGT-14 (filed within 30 days of passing the special resolution) and e-Form MSC-1 (filed within 30 days after the special resolution to apply for dormant status).

Can a dormant company be active?

Yes, a dormant company can reactivate and become an active company by filing Form MSC-4 with the Registrar of Companies, submitting Form MSC-3 (Annual Return), and paying the prescribed fee.

Can a dormant company be closed?

Yes, a dormant company can apply for voluntary closure if it has not been reactivated within five consecutive financial years or if the promoters decide to wind up the business.

How to close a Dormant Company in India?

To close a dormant company in India, the company must follow the voluntary winding-up process under the Companies Act 2013. This involves passing a special resolution, appointing a liquidator, settling all liabilities, and distributing any remaining assets among the shareholders. The company must also file the necessary forms with the Registrar of Companies and obtain approval for the closure.

Sarthak Goyal

Sarthak Goyal is a Chartered Accountant with 10+ years of experience in business process consulting, internal audits, risk management, and Virtual CFO services. He cleared his CA at 21, began his career in a PSU, and went on to establish a successful ₹8 Cr+ e-commerce venture.

He has since advised ₹200–1000 Cr+ companies on streamlining operations, setting up audit frameworks, and financial monitoring. A community builder for finance professionals and an amateur writer, Sarthak blends deep finance expertise with an entrepreneurial spirit and a passion for continuous learning.

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